ELDN 8-K
Eledon Pharmaceuticals, Inc. (ELDN)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On August 13, 2026, Eledon Pharmaceuticals, Inc. (the “Company”) issued a press release regarding its quarter ended June 30, 2026. A copy of the press release is attached hereto as Exhibit 99.1.
The information in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is furnished to comply with Item 2.02 of Form 8-K, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. |
Description |
99.1 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Eledon Pharmaceuticals, Inc. |
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Date: |
August 13, 2026 |
By: |
/s/ David-Alexandre C. Gros, M.D. |
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Name: David-Alexandre C. Gros, M.D. |
Exhibit 99.1
Eledon Pharmaceuticals Reports Second Quarter 2026 Financial Results and Recent Business Highlights
Successful End-of-Phase 2 meeting with FDA supports advancement of tegoprubart into a global Phase 3 kidney transplantation trial, on track to initiate in late 2026
Long-term Phase 2 BESTOW data presented at ATC 2026 demonstrated sustained higher kidney function and improved patient-reported outcomes with tegoprubart compared with tacrolimus
Updated islet cell transplantation data presented at ADA 2026 showed 100% insulin independence in all 12 patients with type 1 diabetes
Cash, cash equivalents and short-term investments of $88.8 million as of June 30, 2026
IRVINE, Calif., August 13, 2026 (GLOBE NEWSWIRE) -- Eledon Pharmaceuticals, Inc. (“Eledon”) (Nasdaq: ELDN) today reported its second quarter 2026 operating and financial results and provided recent business highlights.
“During the first half of the year, we made meaningful progress establishing the regulatory framework for our planned Phase 3 kidney transplantation program, which we expect to initiate later this year,” said David-Alexandre C. Gros, M.D., Chief Executive Officer of Eledon. “The continued strength of our clinical data, including sustained long-term kidney function in BESTOW and the compelling results from the UChicago Medicine islet cell transplantation study, reinforces the potential of tegoprubart to improve outcomes across multiple transplant settings. We look forward to advancing our Phase 3 program and expanding the clinical evidence for tegoprubart across additional transplant indications.”
Second Quarter 2026 Business Highlights
Kidney Transplantation
Exhibit 99.1
Islet Cell Transplantation
Anticipated Upcoming Milestones
The Company anticipates the following milestones in 2026 and over the next 12 months:
Second Quarter 2026 Financial Results
Cash, cash equivalents and short-term investments totaled $88.8 million as of June 30, 2026, compared to $133.3 million as of December 31, 2025. The Company expects current cash, cash equivalents and short-term investments to fund operations into the second quarter of 2027.
Exhibit 99.1
Research and development (R&D) expenses for the second quarter of 2026 were $18.2 million, including $2.1 million of non-cash stock-based compensation expense, compared to $20.3 million for the comparable period in 2025, including $1.1 million of non-cash stock-based compensation expense.
General and administrative (G&A) expenses for the second quarter of 2026 were $4.6 million, including $1.1 million of non-cash stock-based compensation expense, compared to $4.5 million for the comparable period in 2025, including $1.6 million of non-cash stock-based compensation expense.
Net loss for the second quarter of 2026 was $31.6 million, or $0.27 per basic common share, compared to a net loss of $11.2 million, or $0.13 per basic common share, for the comparable period in 2025. Net loss in the second quarter of 2026 included a non-cash loss of $9.6 million from changes in the fair value of warrant liabilities, while the 2025 net loss included a non-cash gain of $12.3 million from such changes. Excluding the non-cash items related to changes in the fair value of warrant liabilities, Eledon would have recorded a net loss of $22.0 million for the three months ended June 30, 2026, and $23.5 million for the three months ended June 30, 2025.
About Eledon Pharmaceuticals and tegoprubart
Eledon Pharmaceuticals, Inc. is a clinical stage biotechnology company that is developing immune-modulating therapies for the management and treatment of life-threatening conditions. The Company’s lead investigational product is tegoprubart, an anti-CD40L antibody with high affinity for the CD40 Ligand, a well-validated biological target that has broad therapeutic potential. The central role of CD40L signaling in both adaptive and innate immune cell activation and function positions it as an attractive target for non-lymphocyte depleting, immunomodulatory therapeutic intervention. The Company is building upon a deep historical knowledge of anti-CD40L biology to conduct preclinical and clinical studies in kidney allograft transplantation, xenotransplantation, islet cell transplantation, liver transplantation and amyotrophic lateral sclerosis (ALS). Eledon is headquartered in Irvine, California. For more information, please visit the Company’s website at www.eledon.com.
Follow Eledon Pharmaceuticals on social media: LinkedIn; X
Forward-Looking Statements
This press release contains forward-looking statements that involve substantial risks and uncertainties. Any statements about the company’s future expectations, plans and prospects, including statements about planned clinical trials, the development of product candidates, expected timing for initiation of future clinical trials, expected timing for receipt of data from clinical trials, the company’s capital resources and ability to finance planned clinical trials, as well as other statements containing the words “believes,” “anticipates,” “plans,” “expects,” “estimates,” “intends,” “predicts,” “projects,” “targets,” “looks forward,” “could,” “may,” and similar expressions, constitute forward-looking statements within
Exhibit 99.1
the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are inherently uncertain and are subject to numerous risks and uncertainties, including: our short operating history and shifts in our business strategy; our operating losses since inception; our need for additional funding to develop our lead drug candidate and our ability to secure additional funding on acceptable terms or at all; the impact of issuances of our common stock, including the possibility of dilution or a decline in our stock price; our ability to successfully develop our product candidates; unfavorable global economic and financial market conditions; the regulatory environment of our business and our ability to obtain required regulatory approvals; results of non-clinical studies and clinical trials, and risks that non-clinical studies or early clinical trials may not be predictive of results of later-stage clinical trials; delays or difficulties in enrollment of patients in clinical trials; our ability to attract and retain our executives and key employees; legislation of the pharmaceutical and healthcare industries; cybersecurity and data privacy risks; the ability of our products to achieve marketing approval; competition in our industry; our ability to obtain insurance coverage; our dependence on contract research organizations; our ability to protect our intellectual property; public health crises; our ability to maintain proper and effective internal control over financial reporting and other risks disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on March 19, 2026. Actual results may differ materially from those indicated by such forward-looking statements as a result of various factors. These risks and uncertainties, as well as other risks and uncertainties that could cause the company’s actual results to differ materially from the forward-looking statements contained herein, are discussed in our Annual Report on Form 10-K, and other filings with the U.S. Securities and Exchange Commission, which can be found at www.sec.gov. Any forward-looking statements contained in this press release speak only as of the date hereof and not as of any future date, and the company expressly disclaims any intent to update any forward-looking statements, whether as a result of new information, future events or otherwise.
Investor Contact:
Stephen Jasper
Gilmartin Group
(858) 525 2047
[email protected]
Media Contact:
Jenna Urban
CG Life
(212) 253 8881
[email protected]
Exhibit 99.1
ELEDON PHARMACEUTICALS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
(Unaudited)
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June 30, |
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December 31, |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
6,803 |
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$ |
22,808 |
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Short-term investments |
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81,953 |
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110,528 |
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Prepaid expenses and other current assets |
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4,335 |
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2,352 |
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Total current assets |
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93,091 |
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135,688 |
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Operating lease asset, net |
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445 |
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613 |
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In-process research and development |
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32,386 |
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32,386 |
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Other assets |
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172 |
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322 |
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Total assets |
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$ |
126,094 |
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$ |
169,009 |
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LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
3,214 |
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$ |
3,627 |
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Current operating lease liabilities |
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381 |
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358 |
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Accrued expenses and other liabilities |
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8,194 |
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14,359 |
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Total current liabilities |
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11,789 |
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18,344 |
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Deferred tax liabilities |
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2,187 |
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2,187 |
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Non-current operating lease liabilities |
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86 |
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283 |
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Warrant liabilities |
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40,001 |
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11,416 |
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Total liabilities |
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54,063 |
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32,230 |
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Commitments and contingencies |
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Convertible preferred stock, 5,000,000 shares authorized at June 30, 2026 and December 31, 2025: |
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Series X non-voting convertible preferred stock, $0.001 par value, 10,000 shares designated; 4,422 shares issued and outstanding at June 30, 2026 and December 31, 2025 |
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2,151 |
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2,151 |
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Series X1 non-voting convertible preferred stock, $0.001 par value, 515,000 shares designated; 75,800 and 110,086 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively |
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36,867 |
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53,543 |
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Stockholders’ equity: |
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Common stock, $0.001 par value, 450,000,000 shares authorized at June 30, 2026 and 300,000,000 shares authorized at December 31, 2025; 80,891,404 and 75,430,033 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively |
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81 |
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75 |
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Additional paid-in capital |
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504,904 |
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482,189 |
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Accumulated other comprehensive income (loss) |
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(114 |
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24 |
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Accumulated deficit |
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(471,858 |
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(401,203 |
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Total stockholders’ equity |
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33,013 |
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81,085 |
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Total liabilities, convertible preferred stock and stockholders’ equity |
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$ |
126,094 |
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$ |
169,009 |
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Exhibit 99.1
ELEDON PHARMACEUTICALS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(In thousands, except share and per share data)
(Unaudited)
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For the Three Months |
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For the Six Months |
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2026 |
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2025 |
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2026 |
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2025 |
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Operating expenses |
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Research and development |
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$ |
18,230 |
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$ |
20,276 |
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$ |
35,427 |
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$ |
33,807 |
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General and administrative |
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4,639 |
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4,457 |
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8,623 |
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8,890 |
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Total operating expenses |
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22,869 |
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24,733 |
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44,050 |
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42,697 |
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Loss from operations |
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(22,869 |
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(24,733 |
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(44,050 |
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(42,697 |
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Other income, net |
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862 |
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1,224 |
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1,980 |
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2,633 |
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Change in fair value of warrant liabilities |
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(9,623 |
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12,293 |
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(28,585 |
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22,353 |
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Net loss |
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$ |
(31,630 |
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$ |
(11,216 |
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$ |
(70,655 |
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$ |
(17,711 |
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Other comprehensive loss: |
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Unrealized loss on available-for-sale securities, net |
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(42 |
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(30 |
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(138 |
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(74 |
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Comprehensive loss |
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$ |
(31,672 |
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$ |
(11,246 |
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$ |
(70,793 |
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$ |
(17,785 |
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Basic and diluted earnings per share of common stock |
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$ |
(0.27 |
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$ |
(0.13 |
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$ |
(0.59 |
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$ |
(0.21 |
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Weighted-average common shares outstanding, basic and diluted |
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113,631,565 |
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77,156,068 |
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113,031,223 |
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77,141,196 |
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Basic and diluted earnings per share of Series X and Series X1 non-voting convertible preferred stock |
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$ |
(14.79 |
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$ |
(7.46 |
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$ |
(33.04 |
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$ |
(11.78 |
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Weighted-average shares outstanding of Series X and Series X1 non-voting convertible preferred stock, basic and diluted |
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93,876 |
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114,508 |
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104,135 |
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114,508 |
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